| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/20/2021 | A | 8,207,151 | A | (1)(2) | 8,207,151 | I | Held by Andrew Dudum 2015 Trust Dated July 2, 2015 | ||
| Class A Common Stock | 01/20/2021 | A | 2,866,230 | A | (3) | 2,866,230 | I | Held by AD GRAT dated 8/31/20 | ||
| Class A Common Stock | 01/20/2021 | A | 8,268,565 | A | (4) | 8,268,565 | I | Held by Atomic Labs II, L.P.(15) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class V Common Stock | (5) | 01/20/2021 | A | 8,377,623 | (5) | (5) | Class A Common Stock | 8,377,623 | $0.00 | 8,377,623 | I | Held by Andrew Dudum 2015 Trust Dated July 2, 2015 | |||
| Stock Option (right to buy) | $2.43 | 01/20/2021 | A | 1,623,069 | (6) | 06/16/2030 | Class A Common Stock | 1,623,069 | $0.00 | 1,623,069 | D | ||||
| Stock Option (right to buy) | $2.43 | 01/20/2021 | A | 3,246,139 | (7) | 06/16/2030 | Class A Common Stock | 3,246,139 | $0.00 | 3,246,139 | D | ||||
| Stock Option (right to buy) | $2.43 | 01/20/2021 | A | 1,623,069 | (8) | 06/16/2030 | Class A Common Stock | 1,623,069 | $0.00 | 1,623,069 | D | ||||
| Stock Option (right to buy) | $9.41 | 01/20/2021 | A | 584,797 | (9) | 12/23/2020 | Class A Common Stock | 584,797 | $0.00 | 584,797 | D | ||||
| Restricted Stock Unit | (10) | 01/20/2021 | A | 292,625 | (11) | (11) | Class A Common Stock | 292,625 | $0.00 | 292,625 | D | ||||
| Restricted Stock Unit | (12) | 01/20/2021 | A | 28,624 | (13) | (13) | Class A Common Stock | 28,624 | $0.00 | 28,624 | D | ||||
| Warrant (right to buy) | $11.5 | 01/20/2021 | A | 94,582 | (14) | 01/20/2026 | Class A Common Stock | 94,582 | $0.00 | 94,582 | I | Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015 | |||
| Warrant (right to buy) | $11.5 | 01/20/2021 | A | 16,028 | (14) | 01/20/2026 | Class A Common Stock | 16,028 | $0.00 | 16,028 | I | Held by Trustee of the AD GRAT dated 8/31/20 | |||
| Warrant (right to buy) | $11.5 | 01/20/2021 | A | 46,238 | (14) | 01/20/2026 | Class A Common Stock | 46,238 | $0.00 | 46,238 | I | Held By Atomic Labs II, L.P.(15) | |||
| Explanation of Responses: |
| 1. In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 6,700,108 shares of Class A Common Stock of New Hims and (ii) 1,507,043 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 15,516,292 shares of Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited. |
| 2. (Continued form footnote 1) On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share. |
| 3. In connection with the Merger, the Reporting Person received (i) 2,610,837 shares of Class A Common Stock of New Hims and (ii) 255,393 Earn Out Shares in exchange for 5,763,689 shares of Class A Common Stock of Hims, Inc. If the Earn Out Conditions are not met during the Earn Out Period, then the unvested Earn Out Shares will be automatically forfeited. |
| 4. In connection with the Merger, the Reporting Person received (i) 7,531,800 shares of Class A Common Stock of New Hims and (ii) 736,765 Earn Out Shares in exchange for 16,627,218 shares of Class A Common Stock of Hims, Inc. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares will be automatically forfeited. |
| 5. In connection with the Merger, the Reporting Person received shares of New Hims Class V Common Stock in exchange for shares of Class V Common Stock of Hims, Inc. As specified in that New Hims Certificate of Incorporation, dated as of January 20, 2021 (the "Charter"), New Hims Class V Common Stock is convertible into an equal number of fully paid and nonassessable shares of New Hims Class A Common Stock upon certain events. |
| 6. The Stock Option was received in exchange for an option to purchase 3,583,091 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous Service beginning March 13, 2020. |
| 7. The Stock Option was received in exchange for an option to purchase 7,166,182 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 100% of the shares subject to the Stock Option vest when (i) New Hims is acquired and the per share consideration is equal to at least $17.35 per share (subject to appropriate adjustment for the Merger, stock splits and otherwise, the "Threshold Amount") or (ii) the per share closing trading price of New Hims' Class A Common Stock on a public stock exchange is at least equal to the Threshold Amount (the date on which such closing trading price is achieved, the "Achievement Date"), provided that the Reporting Person remains in continuous service as CEO or a director through the acquisition or Achievement Date, as applicable. |
| 8. The Stock Option was received in exchange for an option to purchase 3,583,091 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 100% of the shares subject to the option vest when (i) New Hims is acquired and the per share consideration is equal to at least the Threshold Amount or (ii) the per share closing trading price of New Hims' Class A Common Stock on a public stock exchange is at least equal to the Threshold Amount, provided that the Reporting Person remains in continuous service as CEO or a director of New Hims through the acquisition or Achievement Date, as applicable. |
| 9. The Stock Option was received in exchange for an option to purchase 1,291,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning with December 16, 2020. |
| 10. In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs"). |
| 11. The New Hims RSUs were received in exchange for 646,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service. The New Hims RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement). The New Hims RSU expires in December 2027. |
| 12. In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out Shares (the "Earn Out RSUs"). |
| 13. The Earn Out RSUs were received in exchange for Legacy Hims RSUs. Subject to the satisfaction of a time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 11 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out Conditions. If the RSU Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited. |
| 14. In connection with the Merger, the Reporting Person received additional New Hims warrants in exchange for Class A Common Stock of Hims, Inc. |
| 15. Mr. Dudum is a managing member of Atomic GP II, LLC, the general partner and manager of Atomic Labs II, L.P. Mr. Dudum may be deemed the beneficial owner of the shares held by Atomic Labs II, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein. |
| Remarks: |
| /s/ Soleil Boughton, Attorney-in-Fact | 01/22/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||